This reflects a restricted stock unit award. Each restricted stock unit represents a contingent right to receive one share of SPS Commerce, Inc. common stock. The restricted stock units vest as to (i) 1/4th of the Shares subject to this award on February 10, 2013 and (ii) 1/36th of the remaining Shares subject to this award on the 1st day of each month, commencing March 1, 2013.

(2)

This Option vests as to (i) 1/4th of the Shares subject to this Option on February 10, 2013 and (ii) 1/36th of the remaining Shares subject to this Option on the 1st day of each month, commencing on March 1, 2013.

(3)

Fully vested.

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